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Maruti Suzuki India Ltd.
Mar 31, 2013
REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Maruti
Suzuki India Limited (the "Company"), which comprise the Balance
Sheet as at 31st March 2013, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information,
which we have signed under reference to this report.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. The Company''s Management is responsible for the preparation of
these financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company
in accordance with the Accounting Standards referred to in sub-section
(3C) of section 211 of ''the Companies Act, 1956'' of India (the
''Act") and Accounting Standard 30, Financial Instruments:
Recognition and Measurement issued by the Institute of Chartered
Accountants of India to the extent it does not contradict any other
accounting standard referred to in sub-section (3C) of Section 211 of
the Act. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

4. An audit involves performing procedures to obtain audit evidence,
about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments,the auditors consider internal control relevant to the
Company''s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by Management,as well as evaluating the
overall presentation of the financial statements.

5. We believe thatthe audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

OPINION

6. In our opinion,and to the best of our information and according to
the explanations given to us, the accompanying financial statements
give the information required by the Act in the manner so required and
give a true and fairview in conformity with theaccounting principles
generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

EMPHASIS OF MATTER

7. We draw attention to Note 32(a)(vii) of the financial statements
regarding demands received from Haryana State Industrial &
Infrastructure Development Corporation Limited towards enhanced
compensation for Company''s freehold land at Manesar amounting to Rs.
5,012 million,Rs. 1,376 million and Rs. 86 million; against the demand
of Rs. 5,012 million the Company''s impleadment application has been
heard and the order has been reserved by the Hon''ble Supreme Court of
India; against the demand of Rs. 1,376 million,the Company has filed an
appeal with the Hon''ble High Court of Punjab and Haryana; and against
the demand of Rs. 86 million, the Company is in the process of
obtaining more information. Accordingly, no provision is considered
necessary towards enhanced compensation for the aforesaid freehold
land. Our opinion is not qualified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

8. As required by ''the Companies (Auditor''s Report) Order,
2003'', as amended by''the Companies (Auditor''s Report) (Amendment)
Order, 2004'', issued by the Central Government of India in terms of
sub-section (4A) of section 227 of theAct (hereinafter referred to as
the "Order"), and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4and 5 ofthe Order.

9. As required by section 227(3) ofthe Act, we reportthat:

(a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
audit;

(b) In our opinion, proper books of account as required by Law have
been kept bythe Company so faras appears from our examination of those
books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash
FlowStatement dealt with by this Reportare in agreement with the books
ofaccount;

(d) In ouropinion,the Balance Sheet, StatementofProfitand Loss, and
Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub- section (3C) of section 211 of
the Act and Accounting Standard 30, Financial Instruments: Recognition
and Measurement issued by the Institute of Chartered Accountants of
India to the extent it does not contradict any other accounting
standard referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the Directors
as on 31st March 2013, and taken on record by the Board of Directors,
none of the Directors is disqualified as on 31st March 2013, from being
appointed as a Director in terms of clause (g) of sub-section (1) of
section 274 of the Act.

i. (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.

(b) The fixed assets are physically verified bythe Management according
to a phased programme designed to cover all the items, except furniture
and fixtures, office appliances and certain other assets having an
aggregate net book value of Rs. 1,299 million, over a period of three
years which, in our opinion, is reasonable having regard to the size of
the Company and the nature of its assets. Pursuant to the programme, a
portion of the fixed assets has been physically verified by the
Management during the year and no material discrepancies have been
noticed on such verification.

(c) In our opinion, and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off bythe Company during the year.

ii. (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year. In respect of
inventory lying with third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.

(b) In our opinion,the procedures of physical verification of inventory
followed by the Management are reasonable and adequate in relation to
the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.

iii. The Company has not taken/ granted any loans, secured or
unsecured, from/ to companies, firms or other parties covered in the
register maintained under Section 301 of the Act. Therefore, the
provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said
Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations
given to us, having regard to the explanation that for certain items of
inventory purchased which are of special nature for which suitable
alternative sources do not exist for obtaining comparative quotations,
there is an adequate internal control system commensurate with the size
of the Company and the nature of its business for the purchase of
inventory, fixed assets and for the sale of goods and services.
Further, on the basis of our examination ofthe books and records ofthe
Company,and according to the information and explanations given to us,
we have neither come across, nor have we been informed of any
continuing failure to correct major weaknesses in the aforesaid
internal control system.

v. (a) According to the information and explanations given to us,we
are ofthe opinion that the particulars of all contracts or arrangements
that need to be entered into the register maintained under Section 301
ofthe Act have been so entered.

(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five lakhs amounting to
Rs. 49,485 million in respect of purchase of goods including components
and services from the holding company where we are unable to comment as
there are no comparable market prices available being goods including
components and services of specialised nature.

vi. The Company has not accepted any deposits from the public
withinthe meaning ofSections 58Aand 58AA ofthe Act and the rules framed
there under.

vii. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub- section (1) of Section 209 of the
Act, and are of the opinion that,prima facie,the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.

ix. (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing the undisputed statutory dues, including
provident fund, investor education and protection fund,
employees''state insurance, income tax, sales tax, wealth tax, service
tax, customs duty, excise duty and other material statutory dues, as
applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income tax, sales tax, wealth tax, service tax, customs duty and excise
duty as at 31st March 2013 which have not been deposited on account of
a dispute,are as follows:

(Rs. in million)

Name of the statute Amount Amount
(Nature of dues) under dispute deposited
under dispute

Income Tax Act, 1961 13,795 6,766
(Tax & Interest)

Wealth Tax Act, 1957 (Tax) 1 1

Haryana General Sales Tax Act (Tax & 3 -
Interest)

Delhi Sales Tax Act (Tax) 47 2

The Central Excise Act, 1944 (Duty, 10,680 377
Interest & Penalty)

The Finance Act, 1994 (Service Tax, 2,782 14
Interest & Penalty)

Customs Act, 1962 (Duty & Interest) 27 22

Name of the Statute Period to Forum where the dispute
is pending
which the
amount relates

Income Tax Act 1961 1991 to 2012 Income Tax Appellate Tribunal
/ High Court/AO (Tax Deducted
at Source)

Wealth Tax Act 1957 1997 to 1998 High Court

Haryana General Sales
Tax Act 1983 to 1988 Assessing Authority

Delhi Sales Tax Act 1987 to 1991 Additional Commissioner

The Central Excise Act
1944 May 1989 to Customs Excise & Service Tax
Appellate
August 2012 Tribunal/ High Court/
Supreme Court

The Finance Act 1994 September Customs Excise & Service Tax
Appellate
2004 to Tribunal/Commissioner
(Appeals)
December
2012

Customs Act 1962 February Customs Excise & Service Tax
Appellate
2003 to Tribunal
August 2003

For detailed listing refer Note 55 annexed to the financial statements

x. The Company has no accumulated losses as at the end of the
financial year and it has not incurred any cash losses in the financial
year end on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the
information and explanation given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Therefore the provisions of Clause 4(xii) of the Order are not
applicable to the Company.

xiii. As the provisions of any special statute applicable to chit
fund/ nidhi/ mutual benefit fund/societies are not applicable to the
Company, the provisions of Clause 4(xiii) of the Order are not
applicable to the Company.

xiv. In our opinion,the Company is not dealing in or trading in shares,
securities, debentures and other investments. Accordingly, the
provisions of Clause 4(xiv) of the Order are not applicable to the
Company.

xv. In our opinion,and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.
Accordingly, the provisions of Clause 4(xv) of the Order are not
applicable to the Company.

xvi. In our opinion, and according to the information and explanations
given to us, the term loans have been applied, on an overall basis, for
the purposes for which they were obtained.

xvii. According to the information and explanations given to us and on
an overall examination ofthe balance sheet ofthe Company, we report
that, no funds raised on short-term basis have been used for long-term
investment.

xviii. The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Act during the year. Accordingly, the provisions of
Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does
not have any debentures outstanding as at the beginning ofthe year and
at the year end. Accordingly, the provisions of Clause 4(xix) of the
Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the
year. Accordingly,the provisions of Clause 4(xx) of the Order are not
applicable to the Company.

xxi. During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed ofany such case bythe Management.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

ABHISHEK RARA

Partner

Membership Number: 077779

Place : New Delhi

Date : 26th April 2013
Mar 31, 2012
1. We have audited the attached Balance Sheet of Maruti Suzuki India
Limited (the "Company"), as at 31st March, 2012, and the related
Statement of Profit and Loss and Cash Flow Statement for the year ended
on that date annexed thereto, which we have signed under reference to
this report. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
(together the "Order") issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956'
of India (the 'Act') and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:

i) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.

(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items, except
furniture and fixtures, office appliances and certain other assets
having an aggregate net book value of Rs. 1,645 million, over a period of
three years which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets have been physically verified
by the Management during the year and no material discrepancies between
the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.

ii) (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year. In respect of
inventory lying with the third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.

(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.

iii) The Company has not taken / granted any loans, secured or
unsecured, from / to companies, firms or other parties covered in the
register maintained under Section 301 of the Act.

iv) In our opinion and according to the information and explanations
given to us, having regard to the explanation that certain items
purchased are of special nature for which suitable alternative sources
do not exist for obtaining comparative quotations, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business for the purchase of inventory and fixed
assets and for the sale of goods and services. Further, on the basis of
our examination of the books and records of the Company, and according
to the information and explanations given to us, we have neither come
across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.

v) (a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Act have been entered in the register required to
be maintained under that section.

(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements and exceeding the value of Rupees Five lakhs in respect of
any party during the year have been made at prices which are reasonable
having regard to the prevailing market prices at the relevant time. In
respect of purchase of goods and materials including components from
the holding company, the prices paid for these items are not comparable
as these are of special nature.

vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.

vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act and are of the opinion that, prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.

ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing undisputed statutory dues including provident
fund, investor education and protection fund, employees' state
insurance, income tax, sales-tax, wealth tax, service tax, customs
duty, excise duty and other material statutory dues as applicable with
the appropriate authorities.

(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, sales-tax, wealth tax, service tax, customs duty and excise
duty as at 31st March, 2012 which have not been deposited on account of
any dispute are as follows:

(Rs. in million)

Name of
the statute Amount Amount Period to Forum where the
dispute is
(Nature of
Dues) under deposited which the pending
dispute under amount
protest relates

Income Tax
Act, 1961 10,847 6,135 1991 to 2011 Income Tax
Appellate
Tribunal/
(Tax & Interest) High Court/
Commissioner
Income Tax
(Appeals)/AO(TDS)

Wealth Tax
Act, 1957 (Tax) 1 1 1997 to 1998 High Court

Haryana
General Sales
Tax Act
(Tax & Interest) 3 - 1983 to 1988 Assessing
Authority

Delhi Sales
Tax Act (Tax) 47 2 1987 to 1991 Additional
Commissioner

The Central
Excise
Act, 1944 2,149 6 May 1989 to Customs Excise &
Service Tax
(Duty, Interest
& Penalty) September Appellate
Tribunal/ High
Court/
2010 Supreme Court

The Finance
Act, 1994
(Service 171 3 July 2003 to Customs Excise &
Service Tax
Tax, Interest
& Penalty) March 2011 Appellate Tribunal

Customs
Act, 1962 27 22 February Customs Excise &
Service Tax
(Duty &
Interest) 2003 to Appellate Tribunal
August 2003

For detailed listing refer Note 54

x) The Company has no accumulated losses.

xi) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any financial institution or bank or debenture
holders as at the balance sheet date.

xii) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/societies are not applicable to the
Company.

xiv) In our opinion, the Company is not a dealer or trader in shares,
securities, debentures and other investments.

xv) In our opinion and according to the information and explanations
given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions during the year.

xvi) In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.

xvii) On the basis of an overall examination of the balance sheet of
the Company, in our opinion and according to the information and
explanations given to us, there are no funds raised on a short-term
basis which have been used for long-term investment.

xviii) The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.

xix) The Company has not issued any debentures during the year; and
does not have any debentures outstanding as at the year end.

xx) The Company has not raised any money by public issue during the
year.

xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the purposes of
our audit;

(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;

(c) The Balance Sheet, Statement of Profit and Loss Account and Cash
Flow Statement dealt with by this report are in agreement with the
books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss
Account and Cash Flow Statement dealt with by this report comply with
the accounting standards referred to in sub-section(3C) of Section 211
of the Act and Accounting Standard 30, Financial Instruments:
Recognition and Measurement issued by the Institute of Chartered
Accountants of India to the extent it does not contradict any other
accounting standard referred to in sub-section (3C) of Section 211 of
the Act;

(e) On the basis of written representations received from the directors
as on 31st March, 2012 and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2012 from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act;

(f) In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss Account, of the
profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

For Price Waterhouse

Firm Registration Number: FRN 301112E

Chartered Accountants

Abhishek Rara

Partner

Membership Number - F 77779

Place: Gurgaon

Date: 28th April, 2012
Mar 31, 2010
1. We have audited the attached Balance Sheet of Maruti Suzuki India
Limited (the "Company"), as at 31st March, 2010, and the related Profit
and Loss Account and Cash Flow Statement for the year ended on that
date annexed thereto, which we have signed under reference to this
report. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basisfor
our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as
amended by the Companies (Auditors Report) (Amendment) Order, 2004
(together the "Order") issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of
India (the Act) and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to
the information and explanations given to us, we further report that:

i) (a) The Company is maintaining proper records showing full
particulars, including quantitative details and situation, of fixed
assets.

(b) The fixed assets are physically verified by the Management
according to a phased programme designed to cover all the items, except
furniture and fixtures, office appliances and certain other assets
having an aggregate net book value of Rs. 455 million, over a period of
three years which, in our opinion, is reasonable having regard to the
size of the Company and the nature of its assets. Pursuant to the
programme, a portion of the fixed assets have been physically verified
by the Management during the year and no material discrepancies between
the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during theyear.

ii) (a) The inventory (excluding stocks with third parties) has been
physically verified by the Management during the year. In respect of
inventory lying with the third parties, these have substantially been
confirmed by them. In our opinion, the frequency of verification is
reasonable.

(b) In our opinion, the procedures of physical verification of
inventory followed by the Management are reasonable and adequate in
relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to book records were not material.

iii) The Company has not taken / granted any loans, secured or
unsecured, from /to companies, firms or other parties covered in the
register maintained under Section 301 of the Act.

iv) In our opinion and according to the information and explanations
given to us, having regard to the explanation that certain items
purchased are of special nature for which suitable alternative sources
do not exist for obtaining comparative quotations, there is an adequate
internal control system commensurate with the size of the Company and
the nature of its business for the purchase of inventory, fixed assets
and for the sale of goods and services. Further, on the basis of our
examination of the books and records of the Company, and according to
the information and explanations given to us, we have neither come
across nor have been informed of any continuing failure to correct
major weaknesses in the aforesaid internal control system.

v) (a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to
in Section 301 of the Act have been entered in the register required to
be maintained under that section.

(b) In our opinion and according to the information and explanations
given to us, there are no transactions made in pursuance of such
contracts or arrangements and exceeding the value of Rupees Five Lakhs
in respect of any party during the year, which have been made at prices
which are not reasonable having regard to the prevailing market prices
at the relevant time. In respect of purchase of goods and materials
including components from the holding company, the prices paid for
these items are not comparable as these are of special nature.

vi) The Company has not accepted any deposits from the public within
the meaning of Sections 58A and 58AA of the Act and the rules framed
there under.

vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account maintained by the
Company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act and are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. We have not, however, made a
detailed examination of the records with a view to determine whether
they are accurate or complete.

ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is regular in depositing undisputed statutory dues including provident
fund, investor education and protection fund, employees state
insurance, income tax, sales-tax, wealth tax, service tax, customs
duty, excise duty, cess and other material statutory dues as applicable
with the appropriate authorities.

(b) According to the information and explanations given to us and the
records of the Company examined by us, the particulars of dues of
income-tax, sales-tax, wealth tax, service tax, customs duty, excise
duty and cess as at March 31 st, 2010 which have not been deposited on
account of any dispute are as follows:

(Rs. in Million)

Name of the statute Amount Amount Period to
(Nature of Dues) deposited which the
under protest amount relates

Income Tax Act, 1961 5,274 3,818 1991 to 2005
(Tax & Interest)

Wealth Tax Act, 1957 (Tax) 1 1 1997 to 1998

Haryana General Sales 3 - 1983 to 1988
Tax Act (Tax & Interest)

Delhi Sales Tax Act (Tax) 47 2 1987 to 1991

The Central Excise 801 6 May 1988 to
Act, 1944 (Duty, Interest March 2008
& Penalty)

The Finance Act, 1994 23 - 1999 to
(Service Tax, Interest & March 2008
Penalty)

Customs Act, 1962 27 22 February 2003 to
(Duty & Interest) August 2003




Name of the Statue Forum where the dispute
(Nature of Dues> is pending

Income Tax Act, 1961
(Tax & Interest) Income Tax Appellate
Tribunal/High Court/
Commissioner Income
Tax (Appeals)

Wealth Tax Act, 1957 (Tax) High Court

Haryana General Sales
Tax Act (Tax & Interest) Assessing Authority

Delhi Sales Tax Act (Tax) Additional Commissioner

The Central Excise
Act, 1944 (Duty, Interest
& Penalty) Commissioner Appeals /Customs
Excise & Service Tax Appellate
Tribunal/ High Court/
Supreme Court

The Finance Act, 1994
(Service Tax, Interest &
Penalty) Customs Excise & Service
Tax Appellate Tribunal

Customs Act, 1962
(Duty & Interest) Customs Excise & Service
Tax Appellate Tribunal

For detailed listing refer Note 29 on Schedule 23

x) The Company has no accumulated losses as at March 31 st, 2010 and it
has not incurred any cash losses in the financial year ended on that
date or in the immediately preceding financial year.

xi) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not defaulted
in repayment of dues to any bank or debenture holders as at the balance
sheet date.

xii) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund/societies are not applicable to the
Company.

xiv) In our opinion, the Company is not a dealer ortrader in shares,
securities, debentures and other investments.

xv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the Company.

xvi) In our opinion, and according to the information and explanations
given to us, on an overall basis, the term loans have been applied for
the purposes for which they were obtained.

xvii) On the basis of an overall examination of the balance sheet of
the Company, in our opinion and according to the information and
explanations given to us, there are nofunds raised on a short-term
basis which have been used for long-term investment.

xviii) The Company has not made any preferential allotment of shares to
parties and companies covered in the register maintained under Section
301 of the Act during the year.

xix) The Company has no outstanding debentures as at the year end.

xx) The Company has not raised any money by public issue during the
year.

xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief, were necessary for the
purposesofouraudit;

(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section(3C) of Section 211 of the Act and
Accounting Standard 30, Financial Instruments: Recognition and
Measurement issued by the Institute of Chartered Accountants of India
to the extent it does not contradict any other accounting standard
referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors
as on March 31 st 2010 and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 st March 2010 from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act;

(f> In our opinion and to the best of our information and according to
the explanations given to us, the said financial statements together
with the notes thereon and attached thereto give, in the prescribed
manner, the information required by the Act, and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the
year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

For Price Waterhouse

Firm Registration Number: FRN 301112E

Chartered Accountants

Anupam Dhawan

Partner
Membership Number- F084451

Place: New Delhi

Date: April 26,2010
Sep 02, 2:32 pm
27,051.06
183.51
[+0.68%]
Sep 02, 2:15 pm
8,095.50
67.80
[+0.84%]